This Google Ads Services Agreement ("Agreement") is between:Service ProviderDigital Marketing Labs Pty LtdABN: 98 682 770 789Address: PO Box 243, Bald Hills Post Office, 4036Email: accounts@dmlabs.com.auandCustomerBusiness / Company Name: [CUSTOMER BUSINESS NAME]ABN / ACN: [CUSTOMER ABN / ACN]Authorised Person: [CUSTOMER AUTHORISED PERSON]Position: [POSITION / TITLE]Business Address: [CUSTOMER ADDRESS]Email: [CUSTOMER EMAIL]Phone: [CUSTOMER PHONE]Together, Digital Marketing Labs Pty Ltd and the Customer are referred to as the "Parties" and individually as a "Party".
1. ACCEPTANCE OF THIS AGREEMENT
1.1 By signing up for the Services and making the first payment, the Customer acknowledges that these Terms and Conditions have been made available to the Customer or sent to the Customer by email and agrees to be bound by this Agreement.1.2 Dmlabs may maintain an internal record of the Customer's acceptance, including the date of sign-up, first payment and the email through which these Terms were provided.1.3 The Customer acknowledges that it has had an opportunity to review these Terms and raise any questions, concerns or objections regarding them.1.4 If the Customer does not agree with, or wishes to raise a concern regarding, any provision of these Terms, the Customer should notify Dmlabs within fourteen (14) days of acceptance.1.5 Failure to raise a concern within that period does not exclude or limit any right or remedy that cannot lawfully be excluded or limited under applicable law.1.6 Continued use of the Services following acceptance constitutes continued acknowledgement of this Agreement, subject to any rights the Customer may have under applicable law.
2. DEFINITIONS
In this Agreement:Advertising Account means the Customer's Google Ads account or other advertising account used in connection with the Services.Advertising Budget means the amount approved by the Customer for payment to Google or another advertising platform for advertising spend. The Advertising Budget is separate from Dmlabs' management and service fees unless expressly stated otherwise in writing.Business Day means a day other than a Saturday, Sunday or public holiday in Queensland.Commencement Date means the date on which Dmlabs commences providing the Services, unless another date is specified in writing.Customer Materials means information, content, images, logos, trademarks, websites, landing pages, product information, pricing, offers, customer data and other materials supplied or authorised by the Customer.Fees means the fees payable to Dmlabs for the Services as specified in the applicable proposal, order form, invoice or other written agreement.Google means Google LLC and its relevant affiliates and services, including Google Ads.Services means the Google Ads management, optimisation, strategy, reporting, campaign setup, tracking, landing page and other services described in the applicable proposal or order form.Term means the period described in clause 4.
3. THE SERVICES
3.1 Dmlabs will provide the Services described in the applicable proposal, order form or other written agreement accepted by the Customer.3.2 Depending on the Customer's package, the Services may include:
Google Ads account setup and/or management;
campaign strategy and planning;
keyword research;
campaign creation and configuration;
conversion tracking and measurement setup;
Google Tag Manager, Google Analytics and related tracking configuration;
ad copy development;
audience development;
remarketing;
campaign optimisation;
bid and budget management;
search-term analysis;
negative keyword management;
landing page recommendations;
landing page setup or development where expressly included;
conversion rate optimisation recommendations;
performance monitoring;
reporting;
strategy meetings or calls where included in the applicable package; and
other services specifically stated in the Customer's proposal.
3.3 The exact scope of Services is determined by the applicable proposal, order form or written agreement.3.4 Services outside the agreed scope may be quoted and charged separately.3.5 Dmlabs may use employees, contractors or specialist third-party service providers to perform some or all of the Services.
4. MINIMUM TERM
4.1 Unless otherwise agreed in writing, the minimum term for the Services is six (6) months commencing on the Commencement Date.4.2 The Customer acknowledges that the six-month minimum term is a material part of the commercial arrangement because effective Google Ads management generally requires sufficient time to collect data, test campaigns, optimise performance and make informed decisions.4.3 The Customer may not terminate the Agreement for convenience before the expiry of the initial six-month term unless Dmlabs agrees otherwise in writing.4.4 Nothing in this clause limits any right the Customer may have to terminate the Agreement under applicable law, including any non-excludable rights under the Australian Consumer Law.4.5 If the Customer and Dmlabs separately agree in writing to a different minimum term, that written agreement will apply to the extent of the inconsistency.
5. RENEWAL AFTER THE INITIAL TERM
5.1 After the initial six-month term, the Agreement will continue on a month-to-month basis unless either Party gives at least 30 days' written notice to terminate.5.2 Dmlabs may agree to a different renewal arrangement in writing.5.3 Any renewal arrangement must comply with applicable law.
6. FEES
6.1 The Customer must pay the Fees specified in the applicable proposal, order form or other written agreement.6.2 Unless otherwise stated, Dmlabs' Fees are separate from the Customer's Advertising Budget.6.3 The Customer is responsible for all advertising spend payable to Google and any other third-party platform.6.4 Unless expressly stated otherwise, Dmlabs does not receive or control the Customer's Advertising Budget.6.5 Fees are exclusive of GST unless expressly stated otherwise.6.6 Where GST is applicable, the Customer must pay the applicable GST in addition to the stated Fees.6.7 Dmlabs may charge additional fees for work outside the agreed scope where that work has been approved by the Customer.
7. PAYMENT METHOD
7.1 The Customer agrees that payment for Dmlabs' Services will be established by credit card or debit card using Dmlabs' nominated payment provider.7.2 The Customer authorises Dmlabs and/or its nominated payment provider to charge the nominated card for amounts properly payable under this Agreement.7.3 The Customer must ensure that the nominated card remains valid and has sufficient funds or available credit to meet payment obligations.7.4 If a payment fails, Dmlabs may attempt to process the payment again and may contact the Customer to obtain updated payment details.7.5 The Customer must promptly update its payment details if its nominated card expires, is cancelled, replaced or otherwise becomes unavailable.7.6 A failed or declined payment does not by itself cancel or terminate the Agreement.
8. OVERDUE PAYMENTS
8.1 If an amount remains unpaid after its due date, Dmlabs may provide written notice requesting payment.8.2 If payment remains outstanding for more than seven (7) days after the due date, Dmlabs may, to the extent permitted by law:
suspend some or all Services;
pause campaign management;
cease implementing further campaign changes;
suspend reporting;
restrict access to Dmlabs-managed services; and/or
commence reasonable debt collection or recovery processes.
8.3 Where payment is more than seven (7) days overdue, interest and/or reasonable fees associated with the collection or recovery of the outstanding amount may be added to the amount owing, to the extent permitted by law.8.4 Dmlabs will not be responsible for campaign performance, missed opportunities or advertising interruptions caused by a suspension resulting from the Customer's failure to make payments when due.8.5 The Customer remains responsible for Fees properly incurred or payable before suspension or termination.
9. ADVERTISING SPEND
9.1 Advertising spend is paid to Google or the applicable advertising platform and is separate from Dmlabs' Fees unless expressly agreed otherwise.9.2 The Customer is responsible for approving the Advertising Budget.9.3 Dmlabs will use reasonable care when managing campaign budgets within the parameters agreed with the Customer.9.4 Advertising platforms may occasionally spend more or less than a particular daily budget on individual days in accordance with their own systems and policies, provided that Dmlabs has not intentionally or negligently exceeded an agreed overall budget.9.5 Dmlabs is not responsible for increases in advertising costs caused by changes to Google's auction, competition, search demand, market conditions, Google's algorithms or other factors outside Dmlabs' reasonable control.9.6 The Customer acknowledges that Advertising Budget is not a guaranteed investment that will generate a particular return.
10. GOOGLE ADS AND THIRD-PARTY PLATFORMS
10.1 The Customer acknowledges that Google Ads is a third-party platform operated independently of Dmlabs.10.2 Dmlabs does not control Google's:
advertising policies;
approval or rejection of advertisements;
account suspension or restriction decisions;
search results;
auction system;
cost-per-click;
impression volume;
search volume;
algorithm changes;
reporting systems;
platform availability; or
other platform functionality.
10.3 Dmlabs will use reasonable care and skill in managing the Customer's Google Ads campaigns but cannot guarantee that Google will approve advertisements, maintain an account, maintain particular advertising costs, or deliver any particular number of impressions, clicks, enquiries, leads, customers or sales.10.4 Changes made by Google or another third-party platform may affect campaign performance, functionality, tracking, reporting or advertising costs.10.5 Where a Google policy or platform requirement prevents Dmlabs from carrying out part of the Services, Dmlabs will notify the Customer where reasonably practicable and may recommend an alternative approach.
11. NO GUARANTEE OF RESULTS
11.1 The Customer acknowledges that digital advertising performance depends on numerous factors outside Dmlabs' control.11.2 Dmlabs does not guarantee:
a specific number of leads;
a specific number of sales;
a particular cost per lead;
a particular return on advertising spend;
a particular number of clicks or impressions;
a particular search position;
a particular conversion rate;
a particular level of revenue; or
any other specific commercial result,
unless Dmlabs has expressly provided a written guarantee signed by an authorised representative of Dmlabs.11.3 Any forecasts, estimates, projections, targets, benchmarks or performance expectations provided by Dmlabs are estimates only and are not guarantees of future results.11.4 The Customer acknowledges that the performance of Google Ads may also depend upon factors including:
the Customer's website;
landing pages;
pricing;
products and services;
competition;
sales process;
responsiveness to enquiries;
market demand;
reputation;
customer reviews;
offer quality;
seasonality;
geographic location;
tracking accuracy;
website functionality;
advertising policies; and
changes made by Google or other third parties.
12. INITIAL SETUP AND TRACKING
12.1 Where included in the Services, Dmlabs may review or configure tracking systems including Google Analytics, Google Tag Manager, Google Ads conversion tracking and related systems.12.2 The Customer acknowledges that tracking systems may depend upon the Customer's website, CMS, hosting provider, cookie consent system, CRM, third-party software and other technologies.12.3 Dmlabs will use reasonable efforts to implement tracking correctly, but cannot guarantee that all tracking will remain accurate following changes made by the Customer, website developers, hosting providers, third-party platforms or software providers.12.4 The Customer must notify Dmlabs before making material changes to its website, landing pages, forms, checkout processes, CRM or tracking systems that may affect advertising or conversion tracking.
13. CUSTOMER RESPONSIBILITIES
13.1 The Customer agrees to provide Dmlabs with reasonable access to information, accounts, systems and materials required to provide the Services.13.2 The Customer is responsible for:
providing accurate business information;
ensuring its products and services comply with applicable laws;
providing accurate pricing and offer information;
approving advertising content where approval is requested;
maintaining its website and landing pages unless those services are expressly included;
ensuring its website can receive and process enquiries;
responding appropriately to leads and enquiries;
maintaining sufficient stock or capacity where applicable;
obtaining all necessary licences, permits, approvals and consents;
ensuring Customer Materials are lawful and accurate; and
promptly informing Dmlabs of material changes to the business.
13.3 Dmlabs is not responsible for advertising performance to the extent that poor performance is materially caused by the Customer's failure to fulfil these responsibilities.
14. CUSTOMER APPROVALS
14.1 Where Dmlabs provides advertising materials, landing pages, offers or other materials for approval, the Customer must review them promptly.14.2 The Customer is responsible for identifying errors or inaccuracies in information supplied by the Customer or contained in materials approved by the Customer.14.3 If the Customer approves an advertisement or other material, the Customer authorises Dmlabs to use that material for the Services.14.4 Delays in receiving Customer approvals may delay campaign launches, changes or other Services.
15. CUSTOMER ACCOUNTS AND ACCESS
15.1 The Customer must provide Dmlabs with the access reasonably required to perform the Services.15.2 Where practicable, the Customer should provide Dmlabs with appropriate account access rather than sharing personal passwords.15.3 The Customer remains the owner of its Google Ads account unless otherwise expressly agreed.15.4 Dmlabs will not knowingly make material changes to ownership of the Customer's advertising account without the Customer's authorisation.15.5 Dmlabs may retain access to the Customer's advertising account for the duration of the Services and, where reasonably necessary, for a reasonable period following termination to complete handover or administrative tasks.
16. CUSTOMER DATA AND PRIVACY
16.1 Each Party must comply with applicable privacy laws in relation to personal information handled in connection with the Services.16.2 The Customer is responsible for ensuring that it has all necessary rights, notices and consents required to collect, use and disclose personal information provided to Dmlabs or used in connection with the Services.16.3 Where Dmlabs processes personal information on behalf of the Customer, Dmlabs will use reasonable measures to protect that information and will only use it for purposes connected with providing the Services, unless otherwise authorised or required by law.16.4 Dmlabs may use third-party platforms and service providers in providing the Services.16.5 Dmlabs may require access to analytics, advertising and conversion data in order to perform the Services.
17. WEBSITE AND LANDING PAGE RESPONSIBILITY
17.1 Where Dmlabs does not provide website or landing page services, the Customer remains responsible for the operation, availability and content of its website and landing pages.17.2 Dmlabs may make recommendations concerning website or landing page performance.17.3 Recommendations are not guarantees of conversion rates or commercial results.17.4 If Dmlabs is responsible for creating or modifying landing pages, the scope of that work will be specified in the applicable proposal or order form.
18. ADVERTISING CONTENT AND LEGAL COMPLIANCE
18.1 The Customer is responsible for ensuring that its products, services, claims, pricing, promotions and business practices comply with applicable laws.18.2 The Customer must not provide Dmlabs with advertising claims that are false, misleading, deceptive or otherwise unlawful.18.3 Dmlabs may refuse to publish advertising content that it reasonably believes may breach applicable law, Google's policies or another advertising platform's policies.18.4 Dmlabs does not provide legal advice, regulatory advice, financial advice or professional advice concerning the legality of the Customer's products, services or advertising claims unless expressly agreed in writing.
19. INTELLECTUAL PROPERTY
19.1 Each Party retains ownership of intellectual property it owned before the commencement of the Services.19.2 The Customer retains ownership of Customer Materials supplied to Dmlabs.19.3 Subject to payment of all amounts due, the Customer may use final advertising materials specifically created for the Customer as part of the Services for the Customer's business.19.4 Dmlabs retains ownership of its pre-existing materials, systems, templates, processes, know-how, methodologies, frameworks, software, internal tools and generic marketing concepts.19.5 Nothing in this Agreement transfers ownership of Dmlabs' underlying systems, processes or proprietary methodologies to the Customer.19.6 Dmlabs may use general knowledge, skills, techniques and know-how developed while providing Services to other customers, provided that Dmlabs does not disclose the Customer's confidential information.
20. CONFIDENTIALITY
20.1 Each Party must keep confidential information received from the other Party confidential and must not disclose it except:
to employees, contractors or professional advisers who need to know it;
where required by law;
where reasonably necessary to provide the Services; or
with the other Party's consent.
20.2 Confidential information does not include information that:
is publicly available other than through a breach of this Agreement;
was already lawfully known;
is independently developed; or
is lawfully obtained from a third party without a confidentiality obligation.
20.3 This clause continues after termination of the Agreement.
21. THIRD-PARTY SERVICES
21.1 The Services may rely on third-party services including Google Ads, Google Analytics, Google Tag Manager, website platforms, hosting providers, CRM systems, payment processors and other technology providers.21.2 Dmlabs is not responsible for failures, outages, changes, restrictions or decisions made by third-party providers.21.3 Third-party services may have their own terms and privacy policies, which the Customer may be required to accept separately.
22. SUSPENSION
22.1 Dmlabs may temporarily suspend Services where reasonably necessary to:
protect the security of an account;
comply with law;
comply with a platform requirement;
prevent unlawful advertising;
address non-payment;
address a material breach of this Agreement; or
protect Dmlabs, the Customer or a third party from material harm.
22.2 Where reasonably practicable, Dmlabs will notify the Customer before suspending Services.22.3 Suspension does not automatically terminate this Agreement.
23. TERMINATION FOR MATERIAL BREACH
23.1 Either Party may terminate this Agreement if the other Party commits a material breach and fails to remedy that breach within a reasonable period after receiving written notice requiring it to do so.23.2 Dmlabs may terminate the Agreement immediately where reasonably necessary if the Customer:
engages in unlawful activity;
requires Dmlabs to undertake unlawful conduct;
materially misrepresents information to Dmlabs;
uses the Services for fraudulent or deceptive purposes; or
creates a material security or legal risk for Dmlabs.
23.3 The Customer's rights under applicable law are not excluded by this clause.
24. TERMINATION AT THE END OF THE MINIMUM TERM
24.1 After the initial six-month minimum term, either Party may terminate the Agreement by providing at least 30 days' written notice.24.2 During the notice period, the Services and payment obligations continue unless otherwise agreed in writing.24.3 Any amounts already incurred or properly payable remain payable following termination.
25. CONSEQUENCES OF TERMINATION
25.1 Upon termination:
Dmlabs will cease providing ongoing Services after the applicable termination date;
the Customer must pay outstanding amounts properly due;
Dmlabs will, where reasonably practicable, provide reasonable handover of relevant account access;
each Party must return or securely dispose of confidential information where reasonably requested, subject to legal or legitimate record-keeping requirements.
25.2 Termination does not affect rights or obligations that accrued before termination.25.3 Clauses which by their nature are intended to survive termination will continue, including clauses concerning payment, confidentiality, intellectual property, liability and dispute resolution.
26. REFUNDS
26.1 Except where otherwise required by law, Fees relating to Services already performed or properly incurred are not refundable.26.2 Nothing in this Agreement excludes or limits any right to a refund, cancellation or other remedy that cannot lawfully be excluded.26.3 If Dmlabs fails to provide Services in accordance with a legally applicable consumer guarantee and the failure gives the Customer a right to a remedy, Dmlabs will provide the remedy required by law.
27. AUSTRALIAN CONSUMER LAW
27.1 Nothing in this Agreement is intended to exclude, restrict or modify any right, guarantee, warranty, remedy or liability that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or other applicable legislation.27.2 Where the Australian Consumer Law applies to the Services, the Customer receives the guarantees and protections provided by that law.27.3 To the extent permitted by law, where a failure to comply with an applicable consumer guarantee relating to services is not a major failure, Dmlabs may first be entitled to remedy the failure within a reasonable time.27.4 Nothing in this Agreement prevents a Customer from exercising rights available under the Australian Consumer Law.
28. CUSTOMER INDEMNITY AND CUSTOMER COMPLAINTS
28.1 To the extent permitted by law, the Customer is responsible for, and indemnifies Dmlabs against, any claims, complaints, demands, proceedings, losses, liabilities, damages, costs and expenses suffered or incurred by Dmlabs arising directly or indirectly from:
the Customer's products or services;
the Customer's business operations;
the Customer's advertising claims, representations or offers;
unlawful, misleading or inaccurate Customer Materials;
infringement of a third party's intellectual property rights by Customer Materials;
the Customer's breach of applicable law;
the Customer's breach of this Agreement;
the Customer's acts or omissions;
complaints made by the Customer's customers, clients, prospects or other third parties concerning the Customer's business, products, services, advertising, pricing, representations, conduct or commercial practices; or
any dispute between the Customer and its customers, clients, prospects or other third parties.
28.2 Without limiting clause 28.1, where a complaint, claim or dispute is made against Dmlabs in connection with advertising undertaken on behalf of the Customer, the Customer's business, products, services or conduct, the Customer is responsible for addressing and resolving that complaint, including any reasonable costs incurred by Dmlabs in responding to or defending the complaint, to the extent permitted by law.28.3 The Customer authorises Dmlabs to provide reasonable information concerning the Customer's advertising campaign, instructions and Customer Materials where that information is reasonably required to respond to or defend a complaint or claim.28.4 The Customer must provide Dmlabs with reasonable assistance and information required to respond to any complaint or claim connected with the Customer's business or the Services.28.5 The indemnity in this clause extends to reasonable legal costs and other reasonable professional costs incurred by Dmlabs in connection with a claim, complaint or proceeding covered by this clause.28.6 The indemnity in this clause does not apply to the extent that the relevant claim, complaint, loss or liability was caused by Dmlabs' own breach of this Agreement, negligence, fraud, wilful misconduct or other conduct for which Dmlabs is legally responsible.28.7 Nothing in this clause requires the Customer to indemnify Dmlabs to the extent that doing so would be unlawful or would exclude, restrict or modify a right, guarantee, remedy or liability that cannot lawfully be excluded, restricted or modified under applicable law.
29. LIABILITY
29.1 To the maximum extent permitted by law, Dmlabs will not be liable for indirect, incidental, special or consequential loss arising in connection with the Services, including loss of profit, loss of revenue, loss of opportunity or loss of anticipated savings, except to the extent such liability cannot lawfully be excluded.29.2 Dmlabs will not be responsible for loss caused by:
Google or another third-party platform;
changes to Google's advertising systems;
Google account suspension or rejection;
inaccurate Customer information;
Customer website issues;
Customer delays;
Customer actions or omissions;
third-party software;
third-party outages;
market conditions;
changes in consumer demand;
competitors;
events outside Dmlabs' reasonable control; or
the Customer's failure to follow reasonable recommendations.
29.3 Nothing in this Agreement excludes liability for fraud, wilful misconduct, or any liability that cannot lawfully be excluded.29.4 Subject to clauses 27 and 29.3, and to the extent permitted by law, Dmlabs' aggregate liability arising out of or in connection with the Services will be limited to the total Fees actually paid by the Customer to Dmlabs for the Services during the six months immediately preceding the event giving rise to the claim.29.5 The limitations in this clause apply only to the extent permitted by law and do not operate to exclude any non-excludable consumer guarantee or statutory right.
30. FORCE MAJEURE
30.1 Neither Party is responsible for delay or failure to perform an obligation where the delay or failure results from circumstances beyond that Party's reasonable control.30.2 This may include:
natural disasters;
war;
terrorism;
government action;
widespread internet or telecommunications failures;
cyber incidents;
platform outages;
major third-party service failures;
industrial disputes; or
other events outside the reasonable control of the affected Party.
30.3 The affected Party must use reasonable efforts to minimise the impact of the event.
31. CHANGES TO SERVICES
31.1 Dmlabs may make reasonable changes to the way the Services are delivered where those changes do not materially reduce the overall nature of the Services.31.2 If a material change to the Services is required, Dmlabs will discuss the change with the Customer where reasonably practicable.31.3 Changes requested by the Customer that materially expand the scope of Services may result in additional fees, subject to the Customer's approval.
32. CHANGES TO FEES
32.1 The Fees applying during the initial minimum term will be those specified in the applicable proposal or order form unless otherwise agreed in writing.32.2 Following the initial minimum term, Dmlabs may propose a change to the Fees by giving the Customer reasonable written notice.32.3 If a proposed price change applies to a continuing agreement and the Customer does not agree to the change, the Customer may terminate the Agreement by giving 30 days' written notice, subject to any accrued payment obligations.32.4 Nothing in this clause permits Dmlabs to make a unilateral change that would otherwise be prohibited by applicable law.
33. REPORTING
33.1 Where reporting is included in the Services, Dmlabs will provide reports at the frequency specified in the applicable proposal.33.2 Reporting is based on data available from Google and other relevant platforms.33.3 Advertising platform data may be delayed, adjusted, estimated or subsequently revised by the relevant platform.33.4 Reports are intended to assist the Customer in evaluating advertising performance and should not be treated as independently audited financial statements.
34. COMMUNICATIONS
34.1 The Customer agrees that Dmlabs may communicate with the Customer by email, telephone or other agreed communication channels concerning the Services.34.2 The Customer must provide Dmlabs with current contact details.34.3 Notices under this Agreement may be given by email to the most recent email address provided by the receiving Party.
35. ELECTRONIC ACCEPTANCE
35.1 The Customer acknowledges that signing up for the Services and making the first payment constitutes acceptance of these Terms and Conditions, provided that the Customer has been given access to these Terms or a copy has been sent to the Customer by email.35.2 Dmlabs may maintain an internal record of the Customer's acceptance, including the date of sign-up, payment and the email through which these Terms were provided.35.3 The Customer acknowledges that these Terms have been made available for review and that the Customer has an opportunity to raise any questions, concerns or objections regarding these Terms.35.4 If the Customer does not agree with, or wishes to raise a concern regarding, any provision of these Terms, the Customer should notify Dmlabs within fourteen (14) days of acceptance.35.5 Failure to raise a concern within that period does not exclude or limit any right or remedy that cannot lawfully be excluded or limited under applicable law.35.6 Continued use of the Services following acceptance constitutes continued acknowledgement of the Agreement, subject to any rights the Customer may have under applicable law.
36. ENTIRE AGREEMENT
36.1 This Agreement, together with the applicable proposal, order form and any written variation agreed by the Parties, constitutes the agreement between the Parties concerning the Services.36.2 If there is an inconsistency between these Terms and a specifically negotiated written agreement signed by both Parties, the specifically negotiated agreement will prevail to the extent of the inconsistency.36.3 An advertising proposal, quotation or scope of work may contain additional commercial terms applicable to the Customer's specific package.
37. SEVERABILITY
37.1 If any provision of this Agreement is found to be invalid, illegal or unenforceable, that provision will be read down to the extent necessary or, if it cannot be read down, severed to the extent permitted by law.37.2 The remaining provisions will continue to operate.
38. NO WAIVER
38.1 A failure or delay by either Party to exercise a right under this Agreement does not constitute a waiver of that right.
39. ASSIGNMENT
39.1 Neither Party may assign its rights or obligations under this Agreement without the other Party's consent, except where the assignment forms part of a genuine corporate restructure, sale of business or transfer to an entity controlled by the same Party, provided that the assignment does not materially prejudice the other Party.
40. GOVERNING LAW AND JURISDICTION
40.1 This Agreement is governed by the laws of Queensland, Australia.40.2 The Parties submit to the jurisdiction of the courts of Queensland and courts competent to hear appeals from them.40.3 Nothing in this clause prevents a Party from exercising any right or remedy available under applicable Australian law.
41. DISPUTE RESOLUTION
41.1 If a dispute arises concerning the Services, the Parties should first attempt to resolve the dispute in good faith through direct communication.41.2 A Party raising a dispute should provide reasonable details of the issue and the outcome sought.41.3 The Parties should allow a reasonable period to attempt to resolve the dispute before commencing court proceedings, except where urgent relief is reasonably required or a statutory process applies.41.4 Nothing in this clause prevents either Party from exercising rights available under the Australian Consumer Law or other applicable legislation.
42. GENERAL
42.1 Headings are included for convenience only and do not affect the interpretation of this Agreement.42.2 References to the singular include the plural and vice versa.42.3 A reference to a person includes an individual, company, partnership, trust, association or other legal entity.42.4 This Agreement may be amended by written agreement between Dmlabs and the Customer.42.5 The Customer acknowledges that these Terms form part of the agreement for the provision of the Services.
